Resignation of Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of ninety (90) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.
Resignation of Warrant Agent. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder after giving thirty (30) days' notice in writing to the Company; provided that such shorter notice may be given as the Company shall accept as sufficient. In the event the office of the Warrant Agent shall become vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a new Warrant Agent hereunder in place of the Warrant Agent vacating office. If the Company fails for a period of ten (10) days in making such appointment then the registered holder of any of the Warrants may petition any court of competent jurisdiction for the appointment of a new Warrant Agent. On any new appointment, the new Warrant Agent shall be vested with the same powers, rights, duties, responsibilities and immunities as if it had been originally named as Warrant Agent without any further assurance, conveyance, act or deed; but if for any reason it becomes necessary or expedient to execute any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed by the former Warrant Agent. Subject to the foregoing provisions, any corporation into which any Warrant Agent or any new Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which any Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.
Resignation of Warrant Agent
